You and Me (The Three of Us)
by lisbon99
Summary: Felicity is the model for Tommy's nude art class. Oliver can't stop thinking about the girl he's never met – the one he only sees in Tommy's sketches. One night, they meet, and everything changes. [Tommy/Felicity/Oliver]
1. Chapter 1

**Title:** You and Me (The Three of Us)

 **Summary:** Felicity is the model for Tommy's nude art class. Oliver can't stop thinking about the girl he's never met – the one he only sees in Tommy's sketches.

 **Author's Notes:** So I am rushing to post this before work, which probably means it will be littered with errors, but – SMOAKING BILLIONAIRES, baby! I have so many Smoaking Billionaires ideas it's not even funny (like, I actually cannot find it funny because I don't have time for this much inspiration, arrghhhh!). This was written surprisingly quickly as a break from writing the next chapter of Fixer Upper. It was intended to be a brief little ficlet that ended with Oliver meeting Felicity for the first time, with the hint of mere potential for SB. But it took on a life of its own. This chapter lays the foundation – smut comes next in chapter two.

* * *

It starts with an arm.

Oliver isn't a stranger to Tommy's artistic tendencies – he's the one who encouraged him to pursue it further, after all, ever since he'd noticed the apparently effortless skill with which Tommy could wield a mere ballpoint pen (even to draw something vaguely pornographic in the margin of his World History textbook).

So seeing Tommy carrying a large sketchpad in and out of the apartment every Tuesday night isn't that surprising. Tommy sketches absolutely everything these days, but coffee mugs and empty pizza boxes have probably started to lose their appeal after months of living together. Oliver remembers he'd said something about an art class, and as far as he's concerned, that's all he needs to know. For all they've shared, Tommy is still pretty private about the stuff he chooses to draw. It's personal for him – Oliver gets it.

But then, one night, Tommy's late coming home and Oliver is looking for his Environmental Science textbook because he has stupidly decided to leave an assignment worth 30% of his final grade until the night before it's due.

He's storming around Tommy's room, looking in the most ridiculous places (underneath the pillow – because yeah, Oliver, that's where Tommy would have put it. To support his skull when he's asleep, obviously…) and creating a mess that will probably lead to an argument later, when he sees it.

Not the textbook, no, but a page that has been torn from the sketchpad and – bizarrely – has fallen between the side of Tommy's bed and his nightstand. Oliver doesn't know why it's there, but his overly dramatic overturning of the room has unfurled the page just enough that he can see what's on it.

It's an arm.

Not weirdly disembodied, or covered in blood and gore suggesting dismemberment, or anything that's going to give Oliver nightmares tonight, but still – just an arm.

Tommy has drawn it so well that Oliver feels he could almost imagine the person it's attached to – which he's pretty sure must be female. Her arm is lifted – as though to run her fingers through her hair – and there's something incredibly captivating about the subtle rise of muscle at her shoulder as she holds her upper arm in flexion, as well as the delicacy of her slim wrist. Her fingers aren't visible beyond the curve of her knuckles, but Oliver can almost picture them – slender, with painted nails. On the back of her hand, a thin shadow indicates the line of a tendon under her skin.

God, Tommy is _so_ good at this.

Oliver has known this for a while, obviously, but Tommy only ever shows him the stupid stuff he doesn't care about – a quick sketch of Professor Holt scratching his ass when he thinks they aren't looking, or the soda cans they'd stacked up high on the pool table in the dorm last year.

This is – real. This is a real person's arm. There's detail in this that Oliver probably wouldn't even notice if he could see the person right in front of him.

It's really beautiful.

He stares at it for a few more minutes, then puts it back where he found it and leaves before Tommy can get home.

* * *

Two weeks later, there's another body part on the coffee table.

Oliver feels comfortable blaming Tommy for allowing him to see this one.

Okay, his sketchpad was closed – and hidden underneath a stack of other books – but it was still out in the open. Really, how could Oliver not look?

As soon as he sees it, he knows it's the same woman. He can't explain how – there's no part of her arm in this piece, but he just… he _knows_.

It's an almost anatomical drawing, but the graceful arch of her neck – like a dancer, he thinks, and wonders if that's who she is – contrasts with the clinical detail he can see so clearly. Oliver can follow the cord of muscle from the angle of her jaw to her collarbone, including the little delicate triangle in the hollow of her throat. He can almost imagine watching the movement of her swallow. Tommy has drawn nothing below her collarbone and nothing above the curve of her jaw, but the longer Oliver stares at the sketch, the more he believes he'd know her if he met her.

And he's starting to think he _needs_ to meet her.

* * *

Logically, Oliver knows that the model Tommy draws is probably nude when she poses. It's not just the fact that it's an art class and most models don't exactly pose fully-clothed, but something about the few limited drawings he's seen feel… intimate. As though there are no barriers between the artist and the subject.

Still, when he first sees the drawing of her bare abdomen, he chokes on his drink and hastily shoves the sketchpad away.

It's become a guilty pleasure to look at Tommy's drawings when he's not around. He's pretty sure Tommy doesn't know he's doing it – and he genuinely does feel awful about it – but he just can't seem to help himself. Every week or so there's something new, and he can't resist the urge to see a new part of this mysterious woman unveiled.

So far, he's seen her foot in profile – the smooth curve of the arch, the splay of her toes against the floor – as well as one hand cupping her chin, just a tantalising glimpse of the line of her lower lip faintly visible. He's never realised how much beauty there could be in such insignificant areas. He wonders if he would have even noticed, if he'd met her before he knew her from Tommy's art.

But seeing the toned muscle of her stomach right in front of his eyes is a new wake-up call altogether. The alluring shadow of her belly button calls to him, and he reaches out with one fingertip to trace it gently. Her slim waist flares out just enough to give him the idea of the shape of her hips; at the top, his eyes are drawn to the arch of her ribcage, and the way Tommy has given life to the solid shape of her bones with a firmer hand and a skilful use of dark tones.

Oliver swallows.

It's bad enough he's lusting after a woman he's never met, but even worse that his head is now being filled with the most ridiculous fantasies – all he can think of is his tongue following the lines of her muscles down to the jut of her hipbone.

 _It's a sketch_ , he tells himself, annoyed. _You don't even know who she is. She could be married. She could be fifty years old. She might not even be a she!_

It still doesn't stop him going back to the book, time and time again.

* * *

When the sketchpad goes missing, Oliver finally realises why that first sketch was torn from the book, and why it was next to Tommy's bed.

All this time, Tommy has been acting totally normal. He sleeps late, eats cereal from the box and drinks milk from the carton. He wanders around the apartment in his boxers and makes poor choices about which classes to attend and which to skip. He parties with Oliver – parties _hard_ – and stumbles home at a ridiculous hour to collapse on the floor and wake up in the morning with a pounding headache and a profound regret for decisions he can't even remember.

He hasn't been dating, though.

Oliver doesn't notice at first because he isn't dating either. That isn't entirely because of Sketch Girl – he just hasn't been in the mood for a while. He and Tommy can be weirdly co-dependent that way, going months without dating because they just don't want to.

The sketchpad is missing, yet Tommy is still going to art class on Tuesday nights. Which means he's keeping it somewhere else. The only rational explanation, as far as Oliver can see, is that he doesn't want anybody to see what's inside.

Scratch that – he doesn't want _Oliver_ to see what's inside.

Whether or not he's known all along that Oliver has been looking is irrelevant. Hiding it now after this long can only mean one thing: Tommy is drawing something he considers to be too intimate to share.

Oliver isn't willing to issue prizes for guessing the sketchpad's new content, then.

Which brings him back to the arm beside the bed, and the conclusion he's only just coming to terms with.

Tommy likes this girl too.

* * *

Oliver knows he should back off. He's basically an outsider in a relationship he's not even supposed to know exists.

(He definitely shouldn't be spending time wondering about the parts of her he hasn't seen. He definitely _definitely_ shouldn't be thinking about those parts late at night or in the shower. God, he's a horrible person.)

But Tommy gives him _nothing_.

Oliver's frustration isn't just confined to the fact that he can't lust over a collection of sketches anymore; he's also increasingly confused and annoyed by the fact that Tommy doesn't seem to want to share any part of this with him. It's never been like this before – they've always talked to each other about the women in their lives, even if only default to being embarrassingly uncouth and thus reinforce the stereotype that follows them wherever they go.

Rationally, he knows that Tommy has the right to a private life, and that one Tuesday night a week is actually a miniscule amount of time compared to the hours and hours they spend in each other's company.

Irrationally, he wants his roommate and best friend back.

At this point, he thinks he can live with the concept that Sketch Girl will always be some unattainable ideal – practically a figment of his imagination, one he has objectified and put up on a pedestal without even knowing anything of her substance. Meeting her and knowing the reality of her might actually be a disappointment compared to the fantasy he's built up.

(And yes, that makes him feel like such a dick. It's not fair to her. She doesn't owe him – or Tommy – anything; she has a life of her own and they probably don't fit into it at all.)

But days pass and he still thinks of her late at night. He can't seem to shake this one off.

Sometimes he thinks of Tommy, too. Does Tommy talk to her, he wonders? Does he charm her with his easy humour and open, honest smile? Has he ever touched her in passing – a brush of fingers, or perhaps his hand briefly cupping her elbow in acknowledgement?

For all Oliver knows, things might have progressed further. It's the beginning of December and this is an extracurricular class. It could have been over weeks ago, but Tommy might still be using it as a cover to meet up with her.

Oliver shakes his head, frustrated. It's the middle of the afternoon on Monday, and he's standing in the kitchen of their shared apartment wearing a grey t-shirt and stripy boxers with the heat cranked all the way up. He has a decent idea of the kind of picture he presents, and it isn't pretty – even less so with the bowl of Froot Loops he abandoned twenty minutes ago still sitting on the counter, slowly congealing. Faced with a choice, he's pretty sure _he_ would pick Tommy at this point.

(And yeah, okay, history suggests that it wouldn't be the first time, but that's a spring-loaded can of worms they've both carefully avoided opening except when drunk.)

 _Okay_ , he thinks, pushing through the fog in his brain. _Get it together._

Time to go to art class.

* * *

He's not crazy, he knows he can't just walk in there after the class has been running for nearly three months and sit down with a beret and three Crayola pencils he found down the back of the couch.

But he can go to meet his buddy – his wingman, his best friend – just as it's finishing to see if he wants to grab a couple of beers. That's completely normal, right? Who could object to that? (Tommy, probably. Or, Tommy _definitely_ once he figures out what Oliver's doing. But that's a thorny issue he can defer thinking about for the time it takes to walk across campus.)

The class is held in a building that used to house the old library before a generous benefactor – _not_ a Queen or Merlyn for once – paid for an upgrade. The new library is huge, not that Oliver's been there more than twice. The old one, by contrast, is probably going to be knocked down when the administrators remember it exists, but in the meantime it's poorly lit and – for an East Coast winter – pretty badly heated, too.

Oliver arrives as students (young and old, because the class falls under the 'adult learning' division and is open to the public) are packing their things noisily, stacking chairs at the side of the room and pulling on scarves and coats. He hovers in the doorway, craning his neck to catch sight of Tommy, and sees him shoving a small, flat tin into the deep pocket of his heavy black peacoat. His sketchpad is propped against the wooden chair next to him.

Oliver scans the room again, this time paying attention to the women. With some frustration, he realises that for all of his conviction earlier, he's no longer sure he would recognise her. There are perhaps twelve women that he can see, and none are partially clothed or wearing anything light or loose that might be easily removed. He'd guess about half of them are over forty, but he doesn't even feel confident enough to rule them out. Of the younger ladies, a few are pretty or cute – the type he might have approached at a bar. None of them give him the feel of the model, though.

Crucially, perhaps, Tommy isn't talking to any of them. He isn't even looking around to watch as they prepare to leave.

She's gone, Oliver thinks. The disappointment is cold and heavy in his stomach.

People start streaming out of the room, a steady flow that prevents Oliver darting inside. He's tapping his foot impatiently and waiting for Tommy to join them, when a flash of blonde catches his eye.

Later, he'll try to figure out what exactly made his heart rate spike and his nerves jump into alertness, but it'll forever be a guessing game.

He straightens and pushes up onto his toes, grasping the doorframe to help him see over the dwindling crowd of people.

It's her, he knows it. He's absolutely certain.

And she is – _wow_ , holy crap, so beautiful. Maybe what he's seen of her on paper has laid the foundations for feeling this way, because later – in a moment of honesty and self-reflection – he acknowledges that he might not have immediately made this judgement if they'd passed each other in the street.

She looks young, he'd guess maybe nineteen or twenty. She's fastening the buttons of a thick navy jacket, her fingers – nails painted mint green – fumbling for the ends of the belt as she draws it around her waist. She reaches up to push the dark frame of her glasses up her nose, and lifts her eyes to look at Tommy across the room. "Night, Tommy!" he hears her call out as she raises her hand in a little wave.

Tommy spins around, and if that reaction didn't tell Oliver everything he needs to know, then the way Tommy's face splits into a grin definitely does. "Hey, Felicity, wait up," he says, reaching hastily for the sketchpad and tucking it under his arm. "I'll walk you out."

"My car is about three feet from the door," she says with a smile. "But, you know, thanks."

 _Felicity_ , Oliver thinks. _Felicity, Felicity, Felicity._

The name has its own melody. Wow, he is so far gone right now.

"Still," Tommy persists, his smile brighter and wider than Oliver has seen in months, "there could be an unexpected threat. Which… I would be totally ill-equipped to deal with, but odds are you'll never have to find that out."

He's standing right in front of her now, Oliver notices; the way they're grinning at each other, he feels as though he's intruding on two people in first date territory. Tommy's eyes dart to Felicity's rose-pink mouth, and for a second Oliver actually _wants_ him to kiss her.

When Tommy lifts his hands to the lapels of her coat, he's certain it's going to happen, and he's caught between this weird desire to see it, and the uncomfortably hot jealousy of knowing this moment doesn't involve _him_.

But Tommy grasps the collar of her coat and flips it up, reaching around to catch the fold at the back of her neck and tucking the soft curls of her ponytail inside. "It's cold out there," he says softly.

"Yeah," Felicity sounds a little breathless. "Cold. Right."

Then Tommy turns towards the doorway and catches Oliver's gaze, and they all freeze in place.

* * *

Felicity would like to know what the frack they're putting in the water around here, because this concentration of attractiveness is frankly a little unnerving. Is this an experiment? Maybe she's being filmed somehow?

If she'd met the two of them for the first time tonight, that's exactly what she'd suspect, but she's known Tommy for nearly three months now and although they've only exchanged a handful of words at the end of each class, she'd wager the balance of her entire student loan as it stands – which is depressingly substantial – that he wouldn't never do something like that.

From what she's read, most people would call her painfully naïve for thinking that, but she likes to think that the Tommy Merlyn who grins encouragingly at her from behind his sketchpad and has never once tried to move seats to get a better view of – well, _anything_ – is the real Tommy and not the version that features in those awful 'most likely to end up in rehab' polls in the tabloids.

"Oliver," Tommy grits out, sounding anything but pleased to see his best friend. "What are you doing here, man?"

Oliver Queen has apparently benefited from both a haircut and a gym membership in the last year. Not that she has been stalking him via the press or anything, but the last photo she remembers seeing was one that her mother shoved under her nose when she realised that ' _the_ Oliver Queen' would be at Boston University while Felicity was at MIT. "You might meet him totally by accident," she'd said, with a dangerous gleam in her eye. "You should at least know what he looks like."

What he'd looked like in that photo – an opinion Felicity had unfortunately shared with her mother, and been flame-roasted for her troubles – was a serial killer.

Fast-forward to her crazy life as it's unfolding outside her control: with his shorter hair and well-trimmed but incredibly masculine stubble, not to mention the way he's filling out his tan leather jacket very nicely indeed, Felicity is forced to admit that she is incredibly attracted to him right now.

And damn it, she did meet him 'totally by accident'. No way is she giving her mom the satisfaction of finding that out. _Ever_.

Curiously, it takes Oliver a second to shift his gaze from her to Tommy, and when he replies it sounds sluggish and awkward. "Uh, just thought we could go out. You know, for beer. What do you say?"

Tommy's jaw tightens as he shoves his hands in his pockets. "So you decided to walk all the way over here?"

Are they fighting? Felicity's eyes flicker between the two of them as she tries to read the vibes they're giving off. They both look tense and uncomfortable, but weirdly, they both also look like they're hiding something.

Whatever's going on, she probably shouldn't get in the middle of it. She clears her throat, and tries not to visibly startle when their heads swivel alarmingly in her direction. "Uh, I'm just going to head out," she says softly, reaching out to pat Tommy's arm. "See you next week, Tommy."

"Wait!" They both say in unison, voices echoing in the empty room.

Then, frustratingly, they look at each other and appear to have a totally silent conversation, the nuances of which are hinted at only by slight widening of the eyes, eyebrow movements and twitching of the mouth.

Yeah, she definitely shouldn't be in the middle of this.

Just as she's readjusting her bag across her shoulder, though, Tommy's hand shoots out and lands on her arm. She'd be annoyed if he were actually grabbing her, but he keeps his palm flat and the pressure light. "Uh, look, I know this might seem weird," he says nervously, "but… you seem pretty cool and I was hoping we could talk about more than just, you know, what pencils I use and what the weather's like these days." He jerks his head in Oliver's direction. "Would you like to get a drink with us? We're sane, I promise," and he lifts his hands as if to prove this, "despite… what it might look like."

The truth is, she likes Tommy. A lot.

She's been hoping he might say something more to her than 'hi' and 'bye' and the weird small talk they've exchanged in between. He's insanely hot, and he doesn't look at her like she's a piece of meat (which, in fairness, most people in this class don't either, but there's always one slightly creepy person who doesn't seem to spend much time drawing). Weirdly, she gets the feeling that he probably keeps his sketches fairly innocent.

And okay, she probably wouldn't have chosen to get a drink with him _and_ his roommate, but they seem to come as a package deal right now.

Her gaze lands on Oliver's firm jawline and strong-looking hands.

 _There are worse things_ , she thinks, and gulps.

"Yeah, sure," she manages to say steadily. "That'd be great."

* * *

The bar they've chosen isn't too far from the old library block, so she decides to leave her car there and walk with Tommy and Oliver.

Or, actually, walk _between_ Tommy and Oliver. The path is narrow so one of them always seems to end up walking half on the grass, but they still somehow manage to stay close to her, knocking elbows and brushing hips. If she weren't so distracted by their proximity and her own racing pulse, she'd be kind of grateful – it's cold out tonight; the sky is clear and there's an icy wind whipping between the tall buildings, but between the two of them they manage to shield her from the worst of it.

For a Tuesday night, the bar is surprisingly crowded – and noisy. Oliver forges on ahead of her to find a seat, and Tommy ushers her through the door with a hand hovering around her lower back. Inside, it's warm, and they both turn to grin at each other as they make exaggerated shivering motions. Tommy steps closer to her and begins to unfasten his coat. "I didn't mean to put you in a difficult position," he half-shouts to be heard over the noise. "With the invitation – I know you don't know Oliver, but… I just really wanted to get to know you a little better."

Wow, he is seriously close right now. If she takes just one step forward, her chest will be pressing against his, and his chin will be hitting her forehead.

Not that she's planning to, obviously.

"It's fine," she says, smiling up at him. Recklessly, she reaches out to pat his chest for two seconds. (Literally two. She counts them with Mississippi's.) "I'm glad you asked me. Next week's the last class, so… I didn't know if you would ask at all."

To her surprise, his eyes brighten with pleasure. "I was definitely going to ask," he assures her. "Believe me. I'm not saying I would have been articulate, but I would have given it a shot."

She laughs, feeling her cheeks grow warm. "Well, that's… good," she manages lamely. "Very good."

His gaze drops to her mouth for a long moment. Her heart drums harder against her ribcage as she looks up at his dark hair – slightly mussed by the wind – and dark eyes, then at the full line of his lower lip. His hand lifts to land lightly on her waist, and she thinks, _yes_ …

Then Oliver shouts from across the bar, "Found one!"

She chuckles ruefully, ducking her head as Tommy takes a step away. "He does _not_ have great timing, I'm finding."

Tommy holds out his elbow and waits for her to tuck her hand into it before they dive into the melee. "The worst," he agrees. Then he leans very, very close and whispers into her ear, "Next time, I'll have a tranquiliser gun on standby."

 _Next time_ , she thinks, and shivers with anticipation. _How is this my life?_

* * *

Oliver has managed to find an empty horseshoe booth all the way in the back of the bar, one with a nice little dividing wall to shelter it from prying eyes.

Tommy gives Oliver a narrow look as he and Felicity slide past him into the booth, shimmying along the leather seat. He's glad his friend found this – _more_ than glad, actually, since he's really starting to wonder about that 'next time' he promised Felicity, but there's no way these seats weren't taken in a bar this packed.

"Who did you have to evict from such prime real estate?" he asks, leaning across the table to half-shout since Oliver is still standing.

Oliver, for his part, affects a quizzical look and cups a hand around his ear. "Can't hear you!" he declares, mirth sparkling in his eyes. "I'll go grab some drinks. Felicity?"

"Oh, uh…" She shrugs, her mouth twisting helplessly. "A light beer, I guess."

"You sure?"

"Yeah, I have an early class tomorrow, so…"

Tommy's stomach flips at this new piece of information. He doesn't give a drink order to Oliver – years of friendship would make it redundant, and in any case, Oliver sometimes switches things up depending on what he thinks the situation demands.

Curiously, though, Oliver gives him an intense look as he walks away, his gaze darting meaningfully towards Felicity.

Tommy stares after him, wondering what the hell he's up to. One minute he's showing up uninvited to art class acting like he'd love to have a private one-on-one session with Felicity himself, the next he's going full wingman.

Next to him, Felicity wriggles in her seat as she shrugs her coat off, and Tommy's eyes are immediately drawn to the line of her scoop-neck electric blue t-shirt. He swallows roughly; he's being ridiculous – he's seen her mostly naked, after all.

And by 'mostly' he means… her back. Her beautiful shoulder blades, the line of her spine, and the swell of her hips – but nothing more.

At first, it wasn't by choice – he just happened to be sitting in that part of the room when she arranged herself into her pose on the chaise and slipped her robe off. But he's been increasingly attracted to her for weeks and weeks, and somehow, seeing her entirely naked before he'd even had a chance to ask her out seemed… well, rude. So he's been keeping it as clean as he can while hoping she doesn't think he's fixated on her ass.

Which, okay, is pretty spectacular, but – no. So not the point.

He tosses his own jacket over the back of the bench and shuffles minutely closer to her. "Are you a student here?" he asks, his mouth dropping closer to her ear as the noise level rises around them.

She shakes her head, her bright blue eyes sparkling. "No, at MIT," she clarifies. "They actually had a vacancy for a life class model at the rec centre near the MIT campus, but I didn't want to risk the possibility of any of my classmates seeing me like that." She rolls her eyes, an edge of frustration creeping into her voice. "It shouldn't be an issue, I know, but it's hard enough being female in most of my classes without anything else complicating things. And at least Boston U is south of the river, so I figured… should be safe, right?"

Tommy studies her face carefully, noting the small lines of tension between her eyebrows and around her mouth. "What's your major?" he asks.

She hesitates for only a split second, but he notices. "Cyber security and computer sciences," she says, on an exhale, and glances up at him. "It's my jam," she jokes nervously.

Tommy's honestly impressed, and he doesn't care who knows. It bothers him that she seems so worried about people knowing, though. "That's pretty awesome," he tells her, hoping she can see the sincerity in his eyes. "And a double major, too?"

She winces. "It's… kind of a Masters program."

His eyebrows shoot up into his hairline. "Wow," he murmurs. "Uh, remind me never to show you my transcripts from… anywhere. Ever."

To his great relief, she laughs out loud, visibly relaxing. "Technically I could look you up," she teases, "but that would be a breach of… uh, model-art student confidentiality, so… you're off the hook."

God, she's crazy beautiful, he thinks.

Her hair is coming loose from her ponytail, her cheeks are pink… and actually, there's a rather alluring flush to her chest that he definitely shouldn't be looking at. He's captivated by the catch of her lower lip between her teeth when he realises that she's staring too.

In one quiet moment in this noisy bar, he realises that she wants him as badly as he wants her. And right now they're just… taking the opportunity to appreciate each other.

Blood rushing in his ears, he leans forward, slipping a hand into her hair, and presses his mouth firmly to hers.

* * *

All Felicity can think is, _yes! Finally!_

She doesn't hesitate to respond, half-turning in the seat to get a better angle, her hand rising to brace against his chest. His lips are warm against hers, and his stubble scratches her chin pleasantly. She opens her mouth to him, gasping when she feels his tongue slide over hers. The smell of him envelopes her – earthy ink and the faintly spicy scent of his cologne.

For a quick second he pulls away, his eyes full of concern. "Is this okay?" he asks, his eyes searching hers. "I know it's a little fast, but…"

Felicity is already reaching for his shirt collar, pulling him back to her. "Fast is good," she murmurs, nodding. "Do it again."

He grins against her mouth and kisses her thoroughly this time, his hands framing her face, thumbs stroking her cheeks.

"Watch it!" Oliver's voice carries loudly across the bar, and they pull apart hurriedly. "You wanna move, maybe?" he says, annoyed, pushing through a large group of people to finally get to their table.

Felicity pats her mouth quickly, tucking her hair behind her ears and glancing up at Tommy to find him flashing her a grin. She brushes her knuckles against his arm as she moves to sit straight again, looking at Oliver as he dumps the beer bottles on the table. "Crazy tonight, huh?" he says, apparently oblivious to the 'we just kissed!' tension that crackles in the air around them.

"Yeah," she says, a little breathlessly, trying to find a way back to normal conversation. "What's going on, anyway? Some kind of quiz night, or…?"

Oliver looks at her, a little puzzled. "You're not a student here?" he asks.

Thank god for Tommy, who quickly fills Oliver in on the details. "Wow," says Oliver, echoing Tommy's sentiment – and yes, it's gratifying, she can admit it. "I wouldn't have guessed you were old enough to be doing a Masters."

 _Oh, no_.

Her stomach sinks, and she fidgets with the sticker on her beer bottle. This part never seems to go well.

"I… actually just turned 19," she says, her shoulders already hunching in anticipation. "I'm in my senior year. I sort of skipped part of high school."

Oliver looks stunned. She can't quite bring herself to look at Tommy, who might be having second thoughts about kissing her again. A three year age difference isn't much, but it depends how seriously Tommy takes the whole 'kind of a genius' concept.

"Okay," says Tommy, at last, leaning into her field of vision to fix her with a look of admiration. "So I was kind of kidding about my transcripts before, but – I'm really not anymore."

Oliver nods vigorously as he lifts his beer to his lips. "Shit, yeah, me too," he says against the bottle, and tips his head back to take a swig. Instinctively, she watches his Adam's apple bob, and her mouth feels suddenly dry. When she meets his eyes again, his pupils are dark with something she can't name. "I'd say don't Google either of us, but I think we both know that wouldn't really stop you."

She laughs at the two of them, her heart light with relief. "Scout's honour," she promises. "Well, I was never a Scout, so… um, Felicity's honour." And she lifts her hands, wiggling her fingers as though typing on an invisible keyboard. "That's my salute."

Next to her, Tommy snorts with laughter, but although Oliver is smiling, she sees the way his fingers tighten around his beer bottle, his other hand fisted in his lap. Something flickers in his eyes – frustration and desire warring for equal place.

It is not possible that he's attracted to her, she tells herself. He barely knows her. And in any case, he's supposed to be Tommy's best friend. She can't pretend to be an expert on the two of them, but they're obviously close. She really doesn't want to think of Oliver as the kind of guy who would make a move on someone he knows his best friend is into.

To her relief, they quickly transition to small talk for a while. Tommy and Oliver are seniors, too, but this is their fourth college in as many years and they both seem resigned to the fact that their grades aren't exactly impressive and it'll be a miracle if they get it together enough to graduate. Knowing that their families are responsible for persuading each successive university to grant them a place despite such a terrible record is incredibly irritating for Felicity, especially given how hard she'd had to work just to persuade her own school to let her skip a couple of measly grades.

The two of them are so critical of their own abilities, though. She can't help feeling that at least some of their failure has been a self-fulfilling prophecy.

"There's still time," she argues, feeling pleasantly relaxed in this warm booth. The beer might have been light but it hit an empty stomach so the effects are a little more noticeable. "I'm not saying either of you could be valedictorian, but if you really knuckle down you could at least graduate. They have a tutoring program, right?"

"Oh, they have one all right," says Oliver, casting an ominous look into his empty bottle. "Pretty sure I'm _persona non grata_ there, though."

Tommy leans into her side and mock whispers, "Ollie might have invited two lovely ladies to tutor him in something non-academic. Together. At the same time." He knocks back the last drops of his beer. "I believe he referred to it as 'Sexual Physiology 101'."

Oliver groans, and throws a dark glare in Tommy's direction. "Seriously?"

Felicity feels a flush rising into her cheeks that has more to do with the fact that Tommy just said the words 'sexual physiology' directly into her ear than the warmth of the bar or the discussion of Oliver's sex life. "At least you live here, though," she comments blithely, pretending to examine her nails.

Oliver's eyebrows knot together with confusion. "Huh?"

She fights to keep a straight face. "You know, because Beth Israel has such a good reconstructive surgery department."

Next to her, Tommy muffles a giggle, pressing closer into her side.

Oliver's eyes narrow with suspicion. "I'm going to regret asking –"

"For your balls," she says emphatically. And promptly has to hold her breath against the laughter that fights to escape her lungs.

Tommy slumps over the table, red-faced and shaking. "Your balls!" he exclaims, before dissolving into incoherency.

For a moment, she thinks she might have seriously upset Oliver, because beyond the total incredulity on his face, she can't really read his expression. She sobers a little, reaching out to touch his arm. "Hey, I didn't mean –"

Oliver makes a weird snuffle-snorting sound as his face creases with the widest smile she's ever seen on a human male. "Beth Israel reconstructive surgery," he repeats, amazed.

"Your balls," Tommy says again, wheezing.

Then they're both helpless, and what can she do but join them?

* * *

Truthfully, Oliver has been stalling on going to the bar for more drinks because, although he is kind of rooting for Tommy's success, Oliver still can't quite bring himself to give up whatever small chance he might have left.

He knows they kissed before. He didn't see it, but the vibe when he got back to the table earlier told him everything he needed to know. He's pleased for Tommy, of course he is, but he doesn't really want to walk away now and come back to find them all over each other this time. He just doesn't know how he'd handle that.

So it's a surprise when Tommy actually pulls himself to his feet and volunteers to make another trip to the bar. "Another beer, Ollie? Felicity?"

Felicity examines the bottle on the table, her mouth scrunched up in a way that makes Oliver determined to know the feel of it. "Just a water for me, thanks."

"You sure?"

And then, bizarrely, Tommy turns Oliver's world upside down by doing exactly what _he_ had done earlier – giving Oliver a sharp-eyed look as he walks away, nodding his head subtly in Felicity's direction.

 _What the fuck?_

Tommy cannot really be doing what Oliver thinks he's doing, no matter how desperately he might want it to be the truth. He is _not_ telling Oliver to make a move. No. No way.

Felicity shifts next to him, and instinctively he turns a little on the seat to face her, curling his body as if to shield the two of them. She smiles softly at him, her eyes bright behind her glasses. "I'm really glad I got to know you both a little better," she says. "You two have a great friendship."

Oliver nods. "Yeah, we do. I'm really lucky to have Tommy in my life." Being honest like this is scarily easy with her. With most practical strangers, he'd be censoring himself about the personal stuff _just in case_ whoever he was talking to decided to sell his comments to a tabloid. Talking to Felicity is as easy as breathing, though.

"He's lucky to have you, too," she replies, tucking a strand of hair behind her ear. "I mean, I know that sounds as though I'm overstepping, but – I can see how close you two are. You'd do anything for each other." She lifts her head to scan the people packed into the bar. "I wonder how many people in here could say the same for their friends."

Oliver studies her face carefully – the beautiful symmetry of her heart-shaped face, the dimple in her cheek, and her warm, pink mouth. He'd love to draw her, he thinks. He'd be terrible at it, but there's something about her that makes him want to try anyway.

"I knew it was you," he blurts out, without thinking. She blinks with surprise, but his momentum takes him forward anyway. "Tommy – he's an amazing artist – I never even realised how good he was until I saw his sketches of you, but he didn't draw your face. So I didn't know if –"

Felicity frowns. "He didn't draw my face?"

He hesitates, wondering if this is somehow bad, if he's going to ruin things for Tommy – but he's in too deep now. "No. He did – you know, separate sketches. Your arm, or your foot, or your neck. Stuff like that."

She sinks down in her seat, looking faintly disappointed. "Nothing… else?"

"Maybe," Oliver offers, wishing he could provide the reassurance he thinks she wants. "I don't think I saw everything he drew."

She fixes him with clear blue eyes. "But you knew?" Her tongue darts out to wet her lips. "You knew it was me – is that what you meant?"

"I didn't know if I'd recognise you, but… back at the library… I knew." His stomach flutters nervously, and he rubs the back of his neck. "You're… you're really beautiful."

Her face flames into colour, and she fish-mouths for a few seconds, clearly flustered. "Oh, uh… thank you. Um, so are you. I mean – oh, god…"

Oliver grins widely. "No, that's nice to hear," he says, feeling a little more in control of himself. This time, when he looks at her pink cheeks, he remembers Tommy's significant look and something seems to click into place in his head. "Did Tommy kiss you before? When I was at the bar?"

"Uh…" Felicity struggles for words, and he wonders what she sees in his eyes that makes her inhale suddenly. "Oh my god, wow, I – sorry, am I… am I in the middle of something? Are you and Tommy… involved?"

 _Okay,_ that _was unexpected,_ he thinks. "What? No! I just – I knew he wanted to kiss you earlier, after class. I was kind of rooting for him."

"Oh, of course." She nods, and he wonders if there's a fraction of disappointment there. "Like his wingman, I guess."

He lets his gaze drop deliberately to her mouth. "Probably not a very good one." His heart pounds as he lifts a hand to cup her jaw, the tip of his thumb resting on the plump flesh of her lower lip. "It's a little swollen here," he says, his voice rough. His thumb swipes along the line of her mouth to the corner. "Your lipstick's a little bit smudged here."

Her lips part as she inhales deeply, her eyes full of surprise and intrigue and _want_. "Oliver," she begins –

He leans forward to taste his own name from her mouth.

She kisses him back, to his relief, her lips warm and pliant against his, her hand slipping around to the back of his neck. Her tongue is sharp with the tang of the beer, and he presses her into the back of the seat, his fingers threading into her hair.

She smells sweet and fresh, but he catches hints of Tommy's scent on her as well, and his blood pounds harder in his veins.

The sound of glass against the table is loud and jarring, and Felicity breaks away from him with a gasp.

Tommy slides into the seat on the far side of the table, but doesn't scoot round to sit next to Felicity again. Instead, he leans forward to give each of them a long look, his eyes fixing on their damp, swollen mouths.

When his lips curve upward and his eyes light up with some kind of dark-edged triumph, Oliver doesn't know whether to feel relieved or scared.

Next to him, Felicity shifts nervously. She looks almost devastated, her hands twisting together in her lap. "Tommy…" she begins apprehensively.

The smile Tommy gives her is possibly not as reassuring as he thinks it is, Oliver decides. But then, Oliver's nerves are still riding a rollercoaster of uncertainty right now. "Felicity," Tommy says, his voice soft and enticing. "Would you like to come back to our place?"

Oliver's stomach jolts pleasantly, and he feels his mouth pull into a grin of relief. He'd hoped – god, he had _really_ hoped – that this was what Tommy had been pushing him towards when he'd left the table earlier. This is kind of new territory for them, but Oliver wants this so badly. He glances at Felicity, hoping she can't tell how much he wants this. This has to be her choice. He knows without even trying to communicate with Tommy that Felicity's the only person for whom they could both imagine feeling this way.

Off Felicity's hesitation, Tommy reaches along the bench and half-lifts the sketchpad into view. "I could show you my etchings?" His eyebrow wiggle is classic flirtatious Tommy.

Felicity swallows hard. She looks once at Oliver, just long enough to see whatever she needs to see, then back to Tommy, and nods. "Yeah. Okay."

* * *

 **Author's Note:** Aaaaaaaaaaaand, next comes smut. As a side note, this will be published as part of a series of Smoaking Billionaires fics. I am doing battle with a semi-angsty high school one which needs to be finished but hopefully will be published soon. Fixer Upper may be updated before that though (probably after the next solar eclipse, I don't know…). Thank you so much for reading!


	2. Chapter 2

**Title:** You and Me (The Three of Us)

 **Summary:** Felicity is the model for Tommy's nude art class. Oliver can't stop thinking about the girl he's never met – the one he only sees in Tommy's sketches. One night, they meet, and everything changes.

 **Author's Notes:** Thank you so, so much for the great response to the first chapter – I was so thrilled to hear what you all thought. Once again, I was slow to get this chapter out, but I hope the content makes up for it. On a related note, the total chapter count for this story has been bumped up to 3, because Tommy Merlyn likes to take his sweet time in the bedroom arena, so blame him. SMUT AHEAD. Happy reading!

* * *

This time, they hold her hands as they walk. She didn't bring gloves tonight because she thought she'd be getting straight into her car and driving back to the dorms, so she'd be grateful for the warmth they're providing if only she weren't so worried about her palms becoming clammy. Like, 'severe cardiac event' clammy.

Tommy's thumb strokes her knuckles, and she bites down a scream. Doesn't he know she's about to have a meltdown? Does he have to be so goddamn appealing all the time?

On her other side, Oliver keeps shooting careful glances at her and loosening his grip, as though he thinks she'll want to bolt at any second.

Truthfully, she has considered it. Really, what is she even doing right now? Going home with two practical strangers, and not to read from the Torah either. What would her mother say if she knew?

(Probably, 'good for you, baby! Be safe and enjoy every minute of it!' but – no. NO. She is not thinking about ever having that conversation.)

The narrow footpath slopes down a gentle incline ahead of them, and she can see a large, lush lawn opening up in front of the building. _Fancy accommodation_ , she thinks, noting the small stone fountain surrounded by white gravel in front of the wide staircase. This might not be Harvard territory (and she hasn't yet built up the courage to ask if that's one of the three colleges they were kicked out of) but there's still a demand for decent security and good landscaping, apparently. (She's trying not to feel resentful, but her dorm has some serious maintenance problems, and nobody on campus seemed to actually care about that Daniel Brewer was able to get into the building to keep depositing 'gifts' outside her door a couple of years ago.)

Her breath mists in the air in front of her, and she's just wondering whether it's worth pulling either of her hands away to adjust the collar of her jacket against the wind, when the heel of her boot hits a slightly slippery stone on the path at just the wrong angle and she shrieks, the world pitching alarmingly around her as she tips backwards.

"Whoa!" Tommy exclaims as he tightens his grip, reaching for her waist to pull her up.

But it's Oliver who scoops one arm around her and yanks her into him with full force. Her heart pounds and her legs feel like jelly underneath her as she tries to support her weight on tangled feet. "You okay?" Oliver asks, his voice rumbling through her chest.

"Mortified," she manages, sounding only slightly strangled, "but that's sort of my default setting anyway." Her hands are braced on his rock solid biceps; she's never been that enamoured of men who are bursting out of their t-shirts, but this? Is pretty damn delightful.

"Ollie, could you maybe manage not to induce some kind of arrhythmia in our guest?" Tommy requests dryly. "I'm sort of hoping she'll survive the night – and also, you know, the rest of her life."

Felicity cranes her neck to look at him, because Oliver seems to want to keep hold of her and honestly, she's not complaining. Tommy is watching the two of them with a softly affectionate grin, his dark eyes sparkling with promise. Red-blooded confidence races through her veins as she lifts an eyebrow with silent challenge. "What makes you think you're not equally to blame for my cardiac problems?"

Tommy's grin widens with surprise, and to her immense joy, she sees a pink flush to his cheeks. "Oh, so sorry," he says smoothly. "How ever can I make it up to you?"

They're out in the open, she thinks. It's dark, but the path split from the sidewalk only a short distance back. Anyone could walk through here at any moment.

She lifts her hand, and beckons him with one finger.

Oliver's fingers tighten around her hips as Tommy approaches, his irises darkening with desire. His fingertips dance across the exposed skin of her throat and she shivers, her eyelids fluttering closed. She feels his hand steady her jaw, and then his warm mouth closes over hers. This time he's more confident and demanding, coaxing her lips open and tasting her like a man possessed.

Her blood runs hot and cold at the same time, her senses amplified and her nerves hypersensitive to Tommy's touch. She wants every second of this and more. She wants to touch and taste and feel – to shatter so completely that she might never be whole again.

Tommy tucks in closer to her, banding one arm across her back to support her as she leans towards him. She twists her fingers into the fabric of Oliver's coat and feels his hands grip her hips more firmly in response. When a whimper rises from the back of her throat, Oliver almost groans – and then gently rocks his pelvis against hers. She gasps into the kiss, and Tommy breaks away to throw a look of mild irritation in Oliver's direction. "You trying to communicate something, there, buddy?"

Oliver surprises her by doing it again, this time slipping his thigh between hers and applying firmer pressure against her core. She shudders with pleasure, tiny jolts of electricity zipping up and down her spine. "Damn right I am," he says roughly, and leans down to press a sudden bruising kiss to her mouth.

"Fuck, that's hot," Tommy mutters. He leans around them to check the path for any unsuspecting passers-by who might be about to get an eyeful. "Maybe we should get inside before this becomes a cliché."

Felicity is on board with going inside, but has a few follow-up questions about the second part of that statement. Do people usually commence the foreplay part of a threesome on this path? She pulls away from Oliver's extremely talented tongue – ignoring his little grunt of displeasure – and repeats, "Cliché?"

Tommy winks playfully at her, lifting a hand to indicate their surroundings. "Uh, dark, secluded woodland?" He wrinkles his nose. "Well, like, three trees, but anyway – _check_. Young super hot people trying to get freaky with each other? Check." He glances along the path once again. "It is literally only a matter of time before a family of cannibals decides to hunt us down."

Felicity snorts with laughter, feeling suddenly overwhelmed with fondness for the two of them. This could so easily have been different, she recognises: she would have liked them both a lot even if mutual attraction weren't an issue. She would have found it easy to be their friend. They're both good and sweet and funny – and yeah, crazy attractive, which probably would have played havoc with her brain from time to time. But she would have found a kind of home in their friendship – and she thinks they might have made a little room for her of their own accord.

It's a little sad to think that that's probably off the table now. As interested as the two of them might seem in the heat of the moment, she seriously doubts they're in the habit of keeping in touch with the women they share. It makes sense – she can admit that to herself. Why complicate a great friendship with the petty rivalry of liking the same person? Easier to cut everybody else loose once they're done and protect the small island they've made for themselves at all costs.

Knowing that probably won't make it any easier tomorrow, though.

She pushes the small pang of disappointment firmly away. She agreed to this because she wants it – wants the two very, very attractive men who touch her like she's made of silk and kiss her like a promise to rip her apart.

"Come on," she says to them, her heart made brave just for tonight. "Let's go inside before we get eaten." And she winks at Oliver, reaching up to press a kiss to the corner of his mouth.

She tucks her arms into their offered elbows (Tommy offers his cheek, too, and turns it at the last minute to catch her mouth for one sweet second) and they half-walk, half-run the remaining distance.

* * *

Three steps into the apartment, Tommy curses and hisses, "The pizza boxes!"

Felicity watches with some amusement as he hurriedly tosses his sketchpad to one side and moves quickly down the short hallway, half-turning to throw a palm up in her direction. "Uh, give me two seconds, okay?" He reaches the doorway to what she assumes is the living room, and grimaces. "Crap, maybe make it five minutes. Ollie?"

"Oh, I can keep us both occupied for five minutes," Oliver promises with a wicked smile, shrugging off his jacket. His charcoal t-shirt is nicely fitted to his muscular form, and the sleeves are rolled up to the elbows. It takes everything Felicity has not to melt at the sight.

Of course, some of the melting might be due to the aggressive use of central heating in the apartment. Felicity is only half-joking when she fans herself and says, "Jeez, did you guys sneak me on a jet to the Bahamas without me noticing?"

Oliver grins ruefully. "Neither of us like the cold." He reaches out and rather playfully undoes the top button of her coat. "But I can turn it down if you're really attached to that coat."

She pretends to consider this even as she lets him crowd her up against the door. "Hmm, it is a really good coat," she muses. "And I got it on sale, too, so – ohh…"

His warm mouth opens against the skin of her throat, and suddenly she's grateful for the door behind her back because there's no way she'd be standing upright otherwise. His stubble feels more than a day old, and it scratches and tickles pleasantly even as his tongue swipes across her skin, sending shudders of pleasure down her spine.

She feels his hands slide between them and pluck open another button. "How about now?" he murmurs into her neck, the vibrations of his voice resonating with the humming of her nerves.

She forces herself to concentrate, squinting up at the bare bulb of the hallway light, very aware of the path his lips are taking. "I don't know," she says, embarrassed by how breathless she sounds. "It's warm, and it has this hood that you can detach –"

Oliver pushes the lapels of her coat as far apart as he can with the restriction imposed by the remaining buttons. His mouth drops to her collarbone, his teeth nipping lightly at first, then a little harder when she inhales sharply and squirms against him. His hands are still gripping the fabric of her jacket, and _damn it_ , she wants him to touch her so badly. Her bold streak rears its head again, and this time it's her hands that reach up to undo a button and – just in case – the belt as well.

He makes a pleased noise, his breath hot over the moist marks he's leaving in his wake. "I'm pretty persuasive when I put my mind to it." He sounds annoyingly smug, and she's about to point out that he earned most of his persuasion credit by having incredibly sexy forearms, not by peppering her neck with stubble-burn, but then he actually _licks_ her, dragging the flat of his tongue into the curve of her shoulder and bites down _hard_.

" _Shit!_ " She lets her head drop back, her fingers grasping his arms to steady herself. It feels so fucking good, that little bit of pain mixed with so much pleasure, and she feels a rush of heat between her thighs. "Oh my god, Oliver…"

Then wonderfully, blessedly, he tugs at the last two buttons and shoves the heavy fabric haphazardly off her shoulders. Her arms are trapped by the pull of the collar behind her back; she wriggles a little to get free, but Oliver moves in close, the length of his body caging her in against the door. His palms skim her waist, fingers brushing dangerously at the hem of her t-shirt. "I like this," he says, his eyes dark with hunger. "You, at my mercy." His mouth captures hers roughly but all-too-briefly, and he rests his forehead against hers. "Or maybe I'm at yours."

A thrill runs through her at the idea of having this man in the palm of her hand – _literally_ , if she has anything to do with it – and she presses herself back against the door to get enough leverage to lift her leg and hook it around his very solid thigh. "You tell me," she breathes, applying some pressure in hopes that he'll understand what she wants.

Oliver slides his thigh between hers and without warning, grabs her firmly by the waist and lifts her just enough that he can grind against her at the best possible angle. The hard, delicious friction is exactly what she needs – a slow, simmering heat begins to build, and she moans low in her throat, her fingers scrabbling against the door. It takes her a second to realise that the firm pressure she can feel against her hipbone is his erection, and the next time his thigh meets the heat of her core, she tilts her pelvis to rub him a little more.

His eyes flash with blazing heat. One minute his hands are almost innocently resting over the fabric of her t-shirt, the next his hips are pinning her to the door and his fingers are next to her hot skin, his thumbs sweeping large arcs over her the curve of her waist. "Oliver…" she pleads softly.

His fingers are just lifting to cup her breasts when there's a loud _clang_ from the other room, and she hears Tommy's muffled curse. Soft fabric rustles in the living room; the lighting dims, and then a mere second later, Tommy appears in the doorway looking a little dishevelled but pleased with himself. His eyes follow the line of her jean-clad leg and linger on the stretch of skin visible below her rucked up t-shirt. "You want me to give you guys another five minutes?"

Felicity feels a flicker of guilt beneath her excitement at seeing him. She's never done this before, but she's pretty sure that threesome etiquette demands a fairly equal division of attention.

Then again, from the glimmer of approval she saw in his eyes earlier – and still sees now – she can tell that this is important to Tommy. He's been careful tonight about making sure that she's comfortable, that this isn't too much too fast. Of course he would want to be sure that she likes Oliver too, given that she only met him tonight, and that she wants both of them enough to feel secure about what they're going to do.

She pushes up on tiptoe to kiss Oliver's cheek, amusing herself with the relative chastity of the gesture. "Actually, I was hoping to see more of your apartment." She smiles softly at Tommy. "With or without pizza boxes."

Oliver sets her down gently, his hands lingering a little on her skin and the curve of her hips. She shrugs off her coat completely, reaching up with one slightly shaky hand to hang it on the hook on the wall.

Tommy tuts loudly. "You didn't even take the lady's coat, Ollie? What _could_ you have been doing this entire time?"

Felicity surreptitiously straightens her t-shirt and her glasses, runs a hand through her hair, and pats her swollen mouth. "Just keeping me warm," she says, her chest swelling with affection at the way Oliver ducks his head sheepishly.

She turns her attention to Tommy, who quirks an eyebrow at her and bends low into a mock bow. "The grand tour will start promptly at –" he pulls his arm from behind his back to check his watch, "uh, 11:07." Shadows slant across his face in the dim light, and she shivers to see the sparkle of promise in his eyes. He lifts his arm, fingers unfolding gracefully from the palm of his hand. "If you'll allow me…"

She expects him to lead her through to the living room right away, but as soon as her fingers close around his warm hand, his grip tightens and he draws her close. For a moment, it's just the two of them – Tommy's forehead touching hers, his other hand lightly cupping her cheek. "Have I mentioned," he begins, his voice husky, "how incredibly lucky we both feel to have you here tonight?"

Felicity's heart jumps a little at his obvious sincerity. Everything about tonight seems almost too good to be true, she thinks, and yet – she's definitely here. This is as real as it gets. She lifts her chin and kisses him softly. "Feeling pretty lucky myself," she murmurs against his mouth. "And that's just in the hallway, so who even knows what the rest of the night holds?"

The breath of his laughter mists the bottom edges of her glasses, and that seems to amuse him even more. He turns his hand to lace their fingers together, tugging her across the threshold into the living room. She takes in every detail with focused interest – from the orange glow of the street light slanting through the gap in the curtains to the haphazard piles of DVDs around the base of the TV, as well as the surprisingly clean coffee table. There's a soft, dark purple throw draped over the couch and she wonders – before she can stop herself – whether it's a keepsake from a former girlfriend. The floor lamp in the corner is on but dimmed, casting long shadows around the room.

"I'm not going to lie," Tommy says, "we are basically a personification of the male college student stereotype. So, in the interest of full disclosure, I moved most of the mess to the kitchen." He gestures to the door behind him. "I really can't guarantee what kind of wildlife could be having a territorial dispute in there even as we speak, so maybe don't go in there… probably ever."

Felicity takes a moment to appreciate his handsome face, this close to hers, and the pleasing fit of his dark shirt. She wants to touch him – to feel his solid body under her hands, and wrap her legs around him. It's almost incomprehensible to her that such a possibility is now a reality, despite a catalogue of strongly supportive evidence. Without really thinking, she lifts her free hand and flattens it against his abdomen, feeling his muscles tense as he realises what she's doing. She presses just enough to feel the contours of his flesh against her fingertips, her hand gliding smoothly upwards towards his firm pectoral.

Tommy stares down at her with dark, hooded eyes. He looks almost as though he can't believe she's really there – and instantly, she wants to wipe that look away, so she pulls her hand free from his, cups the back of his neck, and pulls him down to kiss her.

Every kiss they've shared so far tonight has been an exploration – of each other, and of what they both want – but this one is different. This feels like a bold declaration, with hot open mouths and bodies pressed tightly against each other: _I want you._

Tommy furnishes this with a little extra information when he kisses his way along her jaw and whispers into her ear, "I want to taste you."

She gets his meaning right away, but it flummoxes her for a moment. She feels heat rush to her cheeks and she has no idea whether to say what she's thinking, which is _oh god, yes, please_ – because maybe that'll freak him out a bit, if she wants it that badly?

"Can I?" he persists, the tip of his tongue tracing the shell of her ear and encountering the cold metal of her industrial piercing. Her scalp prickles pleasantly at the sensation, and her eyelids flutter shut. "Please, Felicity?"

She lets her forehead drop to his shoulder, using his body as some kind of shield against her embarrassment. "Yes," she breathes. "Just… Tommy…"

He nuzzles into her neck, his mouth opening against her pulse. "Yeah?"

 _Oh, god._ This is possibly the most humiliating thing she's ever had to say. "I, um… I'm not exactly used to…" She blows out a frustrated breath into the material of his shirt, still unable to look him in the eye. "Nobody's ever done that before. To me, I mean. Well, obviously I mean me, who else would I –?"

Tommy stops what he's doing with his delightful tongue, and pulls back to give her a quizzical look. "Really?"

She knows he doesn't mean it quite the way it sounds. He isn't trying to be judgemental, he isn't freaking out – he's just surprised. But the embarrassment still sits like an uncomfortable weight in her stomach, and she automatically avoids his gaze. She and Cooper broke up more than six months ago, and although she doesn't regret the experiences she had with him, she's now increasingly aware that their sex life was merely – for lack of a better word – straightforward. _Good_ , yes, but not exactly ground-breaking.

She's not sure exactly how Tommy interprets her expression, or if he exchanges any silent communication with Oliver – who she's peripherally aware of leaning against the doorframe behind her – but he's quick to duck his head into her line of sight, concern written all over his face. "Hey," he says softly. "Listen, I didn't mean to upset you. If you don't want to, that's okay – we don't want to push for anything more than you're comfortable with tonight."

"I do want to," she says quickly, almost without thinking. "Believe me, I _so_ want to. Just as long as you understand that it'll be new for me, so I don't know how I'm going to handle it, or if I'll even–"

"We'll go slow," Tommy assures her. "You tell me to stop, I stop."

It's scary, how much she trusts both him and Oliver. They're practically strangers, but she's about to put herself in their hands for one night – and deep down, she knows that any fear she feels comes from the idea of pushing her own boundaries and stepping outside her comfort zone. If there's ever going to be a time for her to try something new, it's now – and damn it, she really wants to do this.

When she lets Tommy lead her to the couch and settle her back against the soft cushions, though, her pulse flutters in her throat and she has to concentrate on slowing each and every breath just to feel moderately in control of herself. Tommy plants one knee on the couch next to her and leans over to kiss her deeply. She feels a weird spike of nervous excitement to realise that his mouth will soon be touching her most sensitive area – the thought is almost incomprehensible. She's so wired right now, so responsive to his every touch; what on earth will this do to her? Will she even survive?

Tommy pulls away slowly, his eyes flashing with wicked possibilities. His hands flatten against her thighs, rubbing slow confident strokes, almost massaging her tense muscles. She wills herself to relax, sinking further into the cushions and licking her lips as she watches his strong, attractive hands move against her dark jeans.

Yeah, she's definitely not going to survive this.

He lets his thumbs swipe along her inner thighs, closer and closer to her apex on each stroke until he finally – _finally_ – touches her, first with a brush of his knuckle, and then with a firm press of the pads of his thumbs against her aching centre. She can't help the breathy moan that escapes her. She wriggles her hips a little, parting her legs just enough to make more room for his thumbs or – god help her – any others fingers he might care to touch her with.

Tommy's eyes darken visibly, and she swallows. He aligns his thumbs together, one above the other, and rubs her harder this time, the denim ridge of her jeans unyielding against the sensitive flesh underneath. Pure pleasure coils tightly in her belly; she whimpers and squirms, her fingers digging into the armrest. "Tommy…"

He surges forward, hand sliding into her hair as he kisses her hard, a brutal clash of teeth and lips. "I can't wait to see you come," he whispers harshly. "God, Felicity, you're so beautiful…"

A rustle of fabric catches her attention, and her eyes move past Tommy to see Oliver settling into an armchair on the other side of the coffee table, his gaze fixed on her. He sits neatly, looking almost relaxed, but she sees the ragged edge of his control flaring in his hungry eyes and knows it's taking something out of him to stay so far back right now. It's incredibly gratifying, even if she does have to tamp down on her own urge to reach for him.

Tommy catches her wandering attention, and a sly smile tugs at his lips as he turns to look at Oliver. They hold each other's gaze for a long moment – yet another silent conversation, she thinks, though this time with a thrill of anticipation rather than annoyance – then Tommy turns back to her, a new look of mischief in his eyes. She barely has time to interpret what that might mean when his fingers deftly undo the button and zip of her jeans. Tommy tilts his head, silently affirming that she's still okay, and then he taps her hips lightly – his message clear.

Behind him, Oliver's hand comes to rest over his jean-clad erection.

She plants her hands on the couch cushion underneath her and lifts her hips, allowing Tommy to pull her jeans down almost to her knees. When she lets her ass drop back to the couch, she feels the smooth fabric against the backs of her legs and she shivers, thinking of what's to come. Tommy glances up at her, winking boldly, before pulling the jeans all the way to her ankles. She realises her ankle boots are still on, and the thought of Tommy removing them too seems profoundly embarrassing, but he doesn't even think twice about it – just unzips them efficiently and slides them off, placing them carefully underneath the coffee table. Then, suddenly, her jeans are whipped away, and she realises she's half-lying on the couch with bare legs, plain black cotton panties, and her t-shirt still on. Her instinct is to cover herself – to fold inwards and flee.

Yet Tommy somehow makes her feel like the most beautiful woman in the world when he gets on his knees in front of her and visibly swallows when he sees the slick arousal darkening her panties. Watching Oliver begin to gently rub himself gives her an almost intoxicating sense of power, even if she is about to be at Tommy's mercy.

His hands cup the backs of her calves and lift them to rest on his shoulders, the fabric of his t-shirt tickling her sensitive skin. When he shuffles in closer to her, she surprises herself by moving to meet him, her legs sliding over his back until her knees are hooked securely on either side of his head. He looks up at her and grins, half-turning his head to press a kiss to the soft skin of her inner thigh. "Will you do something for me?" he asks, his voice hoarse.

She nods without thinking. She's come this far, why not go a step further? She's pretty sure she'll be saying yes a lot tonight anyway.

Tommy's dark eyes focus carefully on hers. "I want you to look at Oliver for me, okay?"

She blinks, a little uncertain. He wants her to watch Oliver jerk off, or…?

"Show him," Tommy says. "Show him what you like. Tell him what you want. Can you do that for me?"

She nods again, slowly this time, and lifts her head to meet Oliver's eyes. His hand is still, but he's almost sitting forward on the edge of his seat, staring at her as though she might suddenly disappear. "Okay," she whispers, more to Oliver than Tommy. "I can do that."

She says this, but it's still difficult to remember when Tommy leans forward to kiss his way along her thighs, his stubble scratching and stimulating her pleasantly. "Keep looking at Oliver," he reminds her, a quiet murmur between her legs.

For a short while, she loses herself in the sensation of Tommy's warm mouth against her skin, even as he taunts her by tugging the fabric of her panties away from her hipbone and drawing out the long journey he's taking to get to where she wants him the most. He kisses the soft skin of her abdomen, his fingers framing her hips almost reverently. She can't help but stare at the top of his head, his dark hair so stark against her light skin. Then, remembering, she looks up at Oliver. His anticipation is still plain to see, but there's something else in his eyes too – some new warmth and affection as he watches Tommy devote himself to her flesh.

Then Tommy swipes his tongue underneath the thin cotton hem of her panties, all the way across the soft, soft skin just above her clit, and she gasps and shudders, fingers flexing against the couch.

Oliver's eyes darken, and he licks his lips. "She liked that," he tells Tommy, the sound of his hoarse voice startling in the quiet of the room. "Look at her hands, Tommy."

Tommy does, a small wicked smile flickering against her skin. He looks up at her as he winds his fingers through the loops of cotton over her hips, and she obligingly shifts so that he can tug them off.

Unexpectedly, he leans back and tosses them to Oliver. She blinks and almost protests with embarrassment, but Oliver looks deadly serious as he rubs the damp fabric between his thumb and forefinger. "God, Tommy," he croaks, licking his lips again. "She must be soaking."

Felicity shivers, another rush of liquid heat slicking her thighs. She could count her own pulse just from the throb she feels at her core. Tommy grips her knees firmly just as she's about to squeeze her legs together, and spreads them wide apart, the sensation of cool air against her hot flesh almost too much to bear. The look on his face when he sees her glistening skin nearly makes her come undone. "Jesus," he breathes. "Can you see, Ollie?"

Oliver cranes his neck, and she knows he's staying put on his side of the room to avoid overwhelming her, so she spreads her legs wider, hooking one knee over the arm of the couch and opening herself up for him.

"Fuck." Oliver's hand resumes its slow, careful movements. "You are so beautiful, Felicity."

"Yeah, you are," Tommy says earnestly. "I wish you could see yourself right now."

Somehow, she doesn't need to, she thinks. She can see the looks on their faces – she knows how much they want her. No matter how this night goes, she'll always remember this moment and the overwhelming rush it gave her.

Then Tommy leans forward and closes his mouth over her, and she bucks her hips with a startled gasp.

Oliver says, rather dryly, "I think she liked that, too."

Felicity is too overthrown with sensation to pay attention to Tommy's presumably non-verbal response. She can feel the heat of his mouth against her outer folds – the wetness of his tongue sliding over her slick skin, and the occasional nip of his teeth. He's kissing her, she realises; sucking gently on her flesh, lapping at the taste of her.

This time, when she looks at Oliver, she's grasping for solid ground – something to tether her to this world even as she crumbles to pieces. That winding coil of pleasure begins to build again, the fires stoked by both Tommy's hands and lips, and Oliver's hungry, unflinching gaze. Tommy flattens his tongue against her folds, and curls it into her as he takes a long, glorious lick. The tip catches her clit and she cries out weakly, her hands shaking.

"Use your fingers, Tommy," Oliver instructs. "Spread her open and lick her again."

 _Holy fuck_ , just the sound of his voice is going to be the end of her, she knows it. Hearing Oliver tell Tommy what to do, how to please her, is the sexiest thing she's ever witnessed in her life. He looks so confident and authoritative, sitting over there, watching as Tommy devours her. It's kind of mind-blowing to know that he's cataloguing every sound she makes, every tiny movement, and using them to tell Tommy how to make her come.

She wonders if they'll reverse the situation later. If one of them will tell her what to do. Or – and she shivers – if she'll be the one observing them.

Tommy's thumbs draw her folds apart, and his tongue pushes into her, softly teasing her fluttering walls. She almost sobs when he gently strokes his fingertip against her slick heat, waiting until she's ready before sliding it deep inside. He sets a slow but persistent pace, and she unconsciously rocks her hips in time with him, each gasp a cry for more.

Oliver's voice is rough when he says, "Her clit, Tommy."

"Fuck, yes," she breathes, nodding at Oliver, almost overcome with blissful gratitude.

Tommy slips another finger inside her, curling them gently with each stroke. He glances up at her, his eyes sparkling sinfully, before pursing his mouth over her clit and sucking _hard_.

A harsh sob rips itself from her throat, her orgasm so close now – just a little bit more and she'll be right there. One hand stays fisted in the soft material of the couch, but she can't help sliding her other hand into Tommy's hair, clenching her fingers in the dark strands. She rocks her hips again, pressing herself closer to his face. When she looks at Oliver, she knows she's about to fly apart; desperation makes her swollen lips part and her chest heave, and she mouths his name across the space between them.

Oliver grips himself through his pants, his eyelids slamming closed for a moment, lips moving but no sound coming out. When he opens them again, he looks almost wild with desire; a muscle flickers in his jaw, and his knuckles blanch against his dark jeans. His dark eyes watch her, unblinking, and she can't look away – she doesn't look away – until she comes, stars blanketing her vision as she writhes and moans under the spell of Tommy's clever mouth. She doesn't even hear herself talking until she's on the way down, her muscles slowly, slowly unclenching around his fingers. " _…Oh my god, oh my god, oh fuck yes, yes, yes – jesus, Tommy…"_

Tommy takes his sweet time drawing every last spasm from her body, massaging her sensitive clit until she sags, boneless, into the couch. Then – evil, evil man – he sits back on his heels, looking ridiculously smug, and lifts his glistening fingers to his mouth, maintaining eye contact as he inhales deeply before sucking them clean.

"Bastard," she murmurs weakly.

Tommy grins at her, levering himself up on his knees to reach up and kiss her –

"Wait," says Oliver suddenly. With unexpected speed, he's out of the chair and rounding the table towards them, sinking to his knees next to Tommy. His eyes flit between Tommy's mouth and chin – still shiny with her arousal – and Felicity's open legs, her skin speckled with stubble burn, her sex red and puffy and very very wet.

She knows, with sudden clarity, that Oliver wants to taste her too, he just can't decide how he wants to do that. Maybe he thinks putting his mouth on her now will pale in comparison to the climax she's still floating down from, or maybe the idea of kissing another guy is a little daunting. Truthfully, she'd like to experience both, but maybe it's her turn to direct now – and she wants to pick the option that will truly connect all of them – at least for what remains of tonight.

Unhooking her unsteady leg from the arm of the couch, she leans forward to press a brief kiss to Oliver's lips, then slides her hand into his hair, applying the barest amount of pressure to turn his face towards Tommy.

She doesn't need to tell him twice, apparently, because Oliver's hands move up to bracket Tommy's face, closing the gap and kissing him open-mouthed. Felicity watches them with her breath caught in her throat, the sight of their tongues sliding together almost unbearably hot. Oliver slowly pulls back, his gaze locked with Tommy's for a long moment, thumbs stroking his cheeks. Tommy exhales slowly, recovering, but he doesn't seem surprised or confused.

They've done this before, Felicity realises.

 _Good_ , she thinks firmly. Because she's starting to get a feel for what she wants from tonight – what her ultimate fantasy might be, if there's a chance of achieving that – and seeing Oliver and Tommy kiss like old lovers has just cemented the desire in her mind.

As if he can read her mind, Oliver turns to look at her, his eyes flashing with so many possibilities. "You taste incredible," he says almost wondrously. "Here, let me show you…"

He kisses her long, deep and slow, his tongue stroking into her mouth so that she can taste herself thoroughly – tangy and strangely addictive, and all the better for coming to her from Tommy via Oliver. She wants to pull him into her – to feel their bodies against hers, all warm skin and hard muscle.

"Bedroom?" Tommy whispers as they part.

She presses her forehead to Oliver's, nodding and reaching blindly for Tommy's hand. "Bedroom," she agrees.

* * *

 **Author's Note:** Yes, the threesome is coming soon. Thankfully, the last chapter is well underway, so hopefully I'll be able to post it within the next week. Sexy sex ahoy! (Also, the POV switching is back in the final chapter. This one just started with Felicity and snowballed a little.) Thank you for reading – I always love to read your comments so please let me know if you loved it/hated it/were ambivalent.


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